(b) \_Enforceable\_. Each of the Transaction Documents referenced in the Closing
Terms Addendum, has been duly authorized, executed and delivered by an
authorized representative of Lessee and each of the other Transaction Parties,
and constitutes the legal, valid and binding obligation of Lessee and each of
the other Transaction Parties thereto, enforceable against each of them in
accordance with the respective terms of such Transaction Documents, except as
such enforceability may be limited by applicable bankruptcy and insolvency
laws and the equitable discretion of any court of competent jurisdiction.



(c) \_Proceedings\_. There are no proceedings pending or, so far as the
officers, managers, or members of Lessee know, threatened against or affecting
Lessee or any of its property before any Governmental Authority that could
impair Lessor’s Interests in, to or with respect to the Aircraft, or any of
the Collateral, or that, if decided adversely, could materially affect the
financial condition or operations of Lessee or its ability to perform its
obligations under the Transaction Documents.